The Cat's Meow
by Lena Belle
Summary: Blair Waldorf and Chuck Bass fall in love during the wild, scandalous Roaring Twenties, but not without a little drama and heartbreak first. Historical AU. CB.
1. All

**A/N: This is my third fanfiction, one that I've been planning for months, which may or may not end up as a series depending on the response I receive. I usually write one-shots, but I have a few ideas as to where I want to go with this. One possibility is continuing the plotlines of Season 1, only with the Roaring Twenties as the setting. Another is diving into the Great Depression with Blair losing her home and having to move in with the Van der Basses? Please read, review, and tell me what you think!**

Blair's mother would surely die if she saw her now. Two identical rosy circles of rouge adorned her cheeks, her face framed by a sleek dark bob, which was all the fashion nowadays. Though her dress was certainly more modest than Serena's, whose hemline was pushing even the most lenient boundary of society's dress code, it did show a fair amount of leg, tantalizingly obscured by stockings rolled down to her knees (well, a girl had to dance). To top it off, she had snuck her grandmother's prized pearls out of the house; they were now fashioned into an elegant ring around her head. Though Blair knew she had taken a huge risk by doing so, she _always_ had to have the best in accessories. After all, she was Queen B of the Upper East Side and the Roaring Twenties was all about taking risks.

"My God, Blair! Those pearls are the cat's pa_ja_mas!" one of her minions crowed. "Who's the designer?"

"My mother, of course. All of the ladies in Paris are wearing them." The cluster of girls around her tittered and she smiled to herself, knowing that by tomorrow, at least half of the junior girls would also be sporting pearls around their heads. It wasn't long before Nate arrived and Blair had scooted to his side, the very image of the model girlfriend.

"Hey, honey. I missed you," she murmured. "Where've you been all day?" She could already smell the liquor on his breath. Her smile dissolved as she spotted his best friend lurking behind him. "And you brought Chuck. Charming."

"Oh, sorry. Chuck has this plan to buy a speakeasy and I was helping him with the proposal for his dad." Blair cocked an eyebrow at Chuck, who quickly put on his most innocent expression.

"Natie!" squealed Serena, launching herself into a bear hug that lasted just a little too long. Blair frowned.

"Waldorf," Chuck said in that flirtatious manner of his, taking the opportunity to step closer as Serena chatted with Nate. "Well, aren't you the doll tonight?"

"What ever happened to your gang of quiffs? No one to entertain you tonight?"

"None as keen as you, I'm afraid." He tried to wrap an arm around Blair's waist, but she swatted him away.

"Careful, Bass. Wouldn't want Nate to find his pal putting the moves on his girl. Especially after all the help he gave you with the speakeasy."

"And here I thought Nate was the gullible one."

"What do you mean?" Blair demanded, crossing her arms. Chuck raised an eyebrow suggestively.

"Oh my God!" she said. "What were you two _really_ doing at that speakeasy?"

"I believe the better question would be, _who_ were we doing at Victrola." Chuck laughed at Blair's scandalized glare.

"Relax. Your perfect boyfriend kept his hands to himself. The two of us got a little bent. Me on the other hand? Well, if you saw the gams on that Rosie, you'd—"

"You're disgusting," Blair cut in.

"You're just jealous."

"What?!?"

"Admit it, you're not as much of a bluenose as you want us to think." Chuck leaned in closer, backing Blair up until she was cornered against the wall. I know you're just dying for a taste of what I have to offer." With his warm breath on her face and his eyes drinking her in, Blair suddenly regretted sewing up the hem of her dress. Under his leering gaze, she felt as if she was wearing nothing at all.

"You are presumptuous. I don't know why I'm even friends with you."

"Oh, _you know_, I'm sure." Chuck grinned at her. Her eyes changed and she lifted her fingers up to his face to tenderly graze his cheek. His face suddenly lost all its laughter as she placed her warm hand on the back of his head, wrapping her slender fingers in his dark hair. In spite of himself, Chuck began to close his eyes in anticipation of the kiss. That's when she grabbed hold of his ear and tugged, hard.

"Owww, what the—" his eyes flew open to glare at her, but she was already gone.

_Later, at the same party. _

The night was only getting started. Serena had leapt up onto the bar counter and was dancing to the upbeat, brassy sounds of the jazz band assembled in the corner. She kicked out her feet and waved her arms to the music, the silver fringe that hung from her tiny dress spinning out. Even when she was completely zozzled, she still managed to look graceful as she danced, her pale yellow hair seeming to emit its own glow.

Blair was trying and failing to keep Nate's attention. The poor girl really stood no chance when Serena was up on the bar in all her blond glory. Every girl seemed to be facing the same struggle as all the males in the room stared at her, transfixed.

"I'm going to get her off the bar!" yelled Blair over the music.

"What?" replied Nate, completely oblivious, as Blair detached herself from her boyfriend.

"Oh, forget it." Blair made her way through the throngs of drunk people, who stank of sweat and booze. She climbed up onto the bar, and all of the men hooted. It had been the longtime fantasy of many to see the two hottest girls in the city dancing in their short little dresses—and perhaps, doing a bit more.

"Keep dreaming!" yelled Blair to the catcalls and wolf-whistles. "Serena, come on. We're leaving." Serena, however, had no intention of leaving.

"But Blairrr," she slurred. "We're only just starting. And this is funnnn," She howled to the crowd. "Am are 'ight!" The din became deafening as the crowd howled back. "Dance with me!" She threw her hands up in the air and twirled around, stumbling slightly. It was no easy feat, dragging her down from the bar, as she was at least four inches taller than Blair, not to mention fighting back the angry protests from the crowd.

"Really, it's nearly two in the morning!" she yelled to one. "Oh, screw, you rummies!"

Serena, Blair, Nate, and Chuck had finally made it outside and were halfway to Chuck's brand new, state-of-the-art stretch limousine when the disastrous happened. Serena stumbled, grabbed for Blair's neck, and missed. Before Blair could blink, the chain of pearls had been ripped off her head, the string snapped, and pearls spilled out across the pavement.

"Oh, FUCK!" Blair cried out, immediately down on her knees, scrambling to capture the pearls as they rolled away. "Goddamnit, Serena!" Both Nate and Chuck watched in stunned silence as Serena began retching behind the car and Blair quickly dissolved into a mess, sprawled on the pavement in tears.

"That was my grandmother's pearl necklace," she sniffled. Nate looked at the ground, unsure of what to do. Chuck got down and put an arm around her. He was taken aback when she flung her arms around his neck and sobbed on his shoulder. Not knowing what else to do, he pet her hair rather awkwardly, motioning to Nate to take his place. Nate, however, shook his head insistently and looked at Serena.

"My mother is going to _murder_ me. Oh, God, I'm as good as dead." Chuck motioned to Nate to clean up Serena, whose puking sounds were starting to subside.

"Tell you what, Waldorf. Let's bring you home first and I'll see what I can do. "Nate, can you bring Serena home in a cab?" Nate nodded and immediately flagged one down.

Chuck guided a distraught Blair to his limo and directed the chauffeur to drive to Blair's apartment. "Now what kind of pearls were they?" he asked as the vehicle began moving. Blair stuck out a shaking hand, tightly fisted around the pearls she had managed to rescue from the sidewalk. Chuck slowly pried open her fingers and pocketed a few, all the while shushing her gently.

"Now when you get home, you're not going to tell your mom about the pearls. If she misses them, tell her you lent them to Serena. Promise me you'll do this and I'll take care of everything." Blair nodded between sobs.

"I'll see you in the morning."

It had been a rough night. Half-lucid dreams of her mother discovering the empty velvet box and demanding the pearls were gnawing at her resolve to simply concoct a story to tell Eleanor of the missing necklace. Blair had cried herself silly, her pillow drenched, and her eyes unfortunately rimmed in red.

At around six in the morning, a very weary, but beaming Chuck knocked on her door and, without invitation to enter, stepped in. She looked up briefly to see who it was, then immediately buried her face in her pillow. To have Chuck see her in such a state—it was nothing short of unbearable. Chuck, however, thought that she looked, if possible, even more beautiful in her vulnerable state.

"Why the grin?" she sniffled. "Can't you see I'm about to face my execution?" He smiled wider at the knowledge that even devastated, she could put up such a steely front against him. Gently smoothing the sheets, he took a seat on her bed.

"You're such a bearcat, Blair. But that's why I like you."

"Oh, spare me. Why can't you go harass some other Jane."

"Alrighty then. I'm leaving. But maybe _she _would appreciate this nifty present." At the word "present", Blair's head popped up, overtaken by curiosity. He chuckled.

"Knew it would get your attention." He pulled a sleek, beautifully wrapped box from behind his back and handed it to her. She delicately untied the silver ribbon and opened it, fully aware that he was watching her face with anticipation.

It was a pearl necklace. Blair let out a cry of delight, nearly crying again in the process.

"Exactly like your grandmother's. I showed the jeweler the pearls. Rare ones, too, they were, but he tracked them down."

"But no jewelry store is open at one in the morning."

"They'll open for a Bass." She realized how much he had went through to get them to her before Eleanor returned from her trip.

"Do you like it?"

"Oh, Chuck! It's the berries!" She carefully placed it back in its packaging and stuck out her hand stiffly. He took it, then pulled her close to wrap her in a hug.

"Don't push your luck," she chided, though she really was too glad to care.

"Oh, you know I will." She pushed him off.

"Now, how about we go replace the necklace before your mom gets back." She threw back the covers and leapt up, all thoughts of the night before forgotten and wrapped a sheer white robe around her lavender nightgown. Giggling, the two of them hurried off to her mother's enormous bedroom, which lay dusty and mostly unused. While Chuck locked the door so that they wouldn't be caught by Dorota, Blair stood on her tiptoes and extracted the velvet box from its high shelf. After he had placed it in, they replaced the box and tiptoed to the closed door, just in time to meet—

"Mom!" Blair gasped, as they swung open the door to her bedroom. "You're early!"

"Blair Cornelia Waldorf!" came the stern reply. "What on Earth are you doing in my room! With the door closed…with a boy!"

"Well, Mom, I really—"

"Blair was just giving me a tour around the apartment when I expressed curiosity in viewing the rare van Gogh she mentioned you had acquired recently," Chuck drawled, almost lazily. "I'm doing a project on him for Art History, so why not view a real work of his, I thought." Chuck gave her his most innocent look. Blair's mother sniffed and decided to let it slide.

"Next time, get Dorota to show you around. And no closed doors."

"Yes, ma'am."

"Blair will see you out." Blair nearly ran to the elevator, Chuck following nonchalantly behind.

"That's the second time I've saved your ass in one day. You owe me." He gave her a wolfish grin.

"Aw, go screw!" she replied, but she could hardly keep the smile off her face.

"Just so you know, I always come to collect," he yelled, as the doors slid closed.

"Blair." She had just begun to head back to her room, but turned around at her mother's call.

"Yes, _Mother_."

"A little advice. Charles Bass is a rather unorthodox choice, but a very _wealthy_ choice, all the same. However, if you're going to play the two of them, I suggest you pick one before you lose them both." Blair's mouth fell open.

"Don't make that face, Blair. It's not becoming."

"Yes, Mother, of course, I just—it just—I'm not stuck on Chuck." Her mother raised an eyebrow in disbelief.

"Oh, please. The way you look at each other."

"We're just friends." Blair crossed her arms. Why did she have to explain herself?

"Very well, then. You may go." Blair walked away, feeling slightly nauseous and very confused.

"Dorota!" called Mrs. Waldorf.

"Yes, ma'am."

"Get Bart Bass on the phone. I'm sure Waldorf Designs can arrange something with Bass Industries. Something _very_ beneficial." The machinery in her brain was already hard at work. Blair may not end up with the Vanderbilt ring on her finger, but ending up the wife of a billionaire might just be the next best thing.


	2. We

**A/N: Thanks to everyone who left reviews for the first chapter. Your comments and suggestions really make my day! I am so sorry this chapter is so late, but I was swamped with APs and had no time to write! So I decided that I'm eventually going to dive into the Great Depression, one of my favorite periods of American history, starting next chapter, using events from Season 1. As always, please read and review. Your suggestions will only make this better!**

"I can't believe your mom is going out with Bart Bass," said Blair, as she and her best friend climbed into her limo.

"Shhh, they're trying to keep it under wraps. Don't tell anyone what I told you!"

"Aw, cool it, their secret's safe, S."

The two girls were a vision, decked out in their best wedding ensembles. Blair was wearing a beautiful, light, cream-colored dress that ended midway down her calves, along with matching pumps, gloves, and a hat bedecked with crisp white flowers. Serena's dress was a pale gold with a hem that just barely skimmed her knees, showing off her long legs. She too was wearing a hat, for everyone knew that August was unbearable in the city; it was larger and floppier than Blair's, but framed her face nicely.

"Lucky Maude finally found herself a husband. A millionaire too. I'll admit, even I was surprised at her good fortune."

"Oh, be nice, B. She's a lovely girl. She's going to be very happy with him."

"Happier if he lost a few pounds first." Serena playfully slapped her on the arm.

"So, did Nate get back from the Hamptons in time?"

"Yes, I told him I wouldn't stand it if he wasn't here to escort me to the Shepherd wedding. This is the largest society wedding of the season, you know. We'll definitely be in the paper, a handsome couple like us." Blair sighed happily at the thought. Serena smiled to herself at her friend's hopeless romanticism. The limo stopped, and Blair composed herself for their grand entrance.

"Ready?" Serena mumbled in her ear, and they giggled. Blair stepped out of the limo first, smiling as regally as a queen as she heard a few cameras click in front of her. Serena followed, and a storm of photographers began swarming around the pair, snapping pictures furiously.

"Over here, Serena!" yelled one. Serena rewarded him with her dazzling smile, and Blair struggled to stop herself from rolling her eyes at the barrage of people now fighting for shots of her picture-perfect best friend. Blair grabbed Serena's hand and barreled through the crowd.

"Excuse me, we're here for the _wedding_," she said acidly, as she tried to ignore the flashes that followed them.

Once inside, Blair began searching the crowded room for Nate. She couldn't find him at all before the ceremony, and as the beaming couple recited their vows, Blair yawned and counted the minutes until it ended, all the while wishing she had some little portable device to instantly call his home and ask him where the hell he was.

After the couple kissed (with much rolling of the eyes from Blair), the sea of white piled into their limos and flooded the cavernous ballroom of the Waldorf-Astoria. For once, Blair was impressed. The Shepherds really had spared no expense in putting on a show. Tables cloaked in white dotted the room, their centerpieces a marriage of graceful white lilies and flawless white roses. Ice sculptures sparkled from their pedestals. An army of servers were lined up outside of the kitchen awaiting the crowd, their gleaming silver platters promising morsels of foie gras and caviar. The cake itself, on grand display in the center of the dining area, was almost a headache to look at; it was a tower of perfectly round cakes meticulously piped with frosting and cascading with sugar orchids. Blair's eyes fell on the pair of teenage boys swaying dangerously next to it and her eyes narrowed in annoyance.

"Nate," she said, walking briskly over to them. She noticed in despair that Nate had chosen a black tux while Chuck was wearing the exact shade of cream as her dress. "Glad to see you decided to show up." He looked up at her with a sloppy grin on his face.

"Blair. You look _pretty_ tonight." He chuckled.

"It's two in the afternoon."

"Yeahhh." He trailed off, looking very pleased with himself. He staggered towards the cake, and both Blair and Chuck were forced to grab a hold of him before he created a wedding disaster. Blair sent her death glare at Chuck.

"Why is it that whenever my boyfriend arrives with you, he's either a drunken mess or drugged out of his mind?"

"Hey, I teach him to live a little. It's healthy."

"It's sickening. _You're_ sickening. Now sober him up before I have to haul your sorry ass out of here." He flashed her a devastating grin.

"Anything for you, Waldorf," he said with his signature smirk. He hoisted Nate's arm over his shoulders and half-dragged him to the bathroom.

Blair turned to Serena, who was looking amused at the entire exchange, with a large eye roll.

"And to think, if Lily and Bart got married, that _pig_ would be your stepbrother."

"Ew, let's not go there." The two of them grabbed champagne flutes from the nearest server.

"This wedding is already a bore," Blair declared after taking a ladylike sip from hers. Serena, who had already downed hers was eagerly helping herself to another.

"I don't know what you're talking about. This band is _swell_. C'mon, let's dance!" She grabbed Blair's arm, and twirled herself around it in a comical but still elegant manner. Serena had to stoop to spin underneath Blair's arm, which only accentuated the height difference between the two of them.

"Serena, is this really _proper_?"

"Oh come on, B. You're so uptight." The innocent words sank deeply into Blair's mind.

"So just because I don't feel the need to be the center of attention every second of my life, I'm _uptight_?!?" Blair's voice instantly rose an octave at the end of her statement, and Serena knew she was treading dangerous waters.

"You know I didn't mean it like that."

"Of course you didn't," Blair snapped. "Well I'm sorry I'm not willing to party with you till my hair falls out like Whoregina, but I am a damn good friend, and unlike you, I have class." She threw her glass at the nearest server and stomped off in a huff.

"Where are you going now?" Serena said tiredly. The weary blond was used to Blair's tantrums, having experienced enough of them to know not to take her barbed insults seriously..

"I'm going to find my pathetic excuse for a boyfriend. Not that you care."

Blair stalked off towards the bathrooms, feeling indignant and rather cross. Her foul mood was only further dampened by the sight of Chuck at a nearby table, an exotic, scantily-clad brunette in his lap.

"Where's Nate?" she asked, glancing at his female companion. Chuck followed her gaze and made the necessary introductions, not that Blair cared.

"Blair, this is Michelle. She's Brazilian." He wrapped an arm around the woman's waist and smirked as Blair crossed her arms in annoyance.

"_Hello_, need I repeat myself? Where's my boyfriend?"

"I left him at that table next to the restroom." He pointed at a now-empty table.

"There's only one problem, genius. The table's _empty_."

"Right. I wonder where he went off to," Chuck said nonchalantly. Blair was fuming.

"If you don't get up and help me look for _your_ best friend right now, Bass, you're dead."

"Alright, alright. Michelle, let's reschedule this for another time." He helped her off his lap and sent the sulking beauty on her way. "Now where to first?"

Nate had apparently left the bathroom, according to Chuck, but wasn't anywhere in the ballroom. Blair was tired of weaving in and out of the crowd as if searching for a lost child. Chuck's completely un-worried attitude was also an annoyance to her. They had decided to split up in order to cover more ground, but Blair had her doubts as to Chuck's persistence. Blair herself had just begun to help herself to some more champagne when a disappointingly familiar voice called her over.

"Blair, dear. Blair!"

"Yes, Mother." She had no choice but to turn around and answer to her mother's summons. Eleanor latched on to her arm and steered her towards a blond middle-aged couple.

"I don't think you've greeted the Archibalds yet, have you?"

"I don't believe I have, Mother. Good afternoon, Captain, Mrs. Archibald. Lovely to see you here."

"Always a pleasure, Blair," said Captain Archibald. "Any chance you've seen our son around?"

"Yes, I have, but I was actually in the process of looking for him right now."

"Well, I'm sure you'll find him around. I can't wait to see the two of you together in your wedding clothes," Anne Archibald said cheerfully.

"Yes, they are a _marvelous_ couple, aren't they?" Eleanor cut in. Good looks, good breeding, and the history." Blair's ears shut down at this point. She didn't need to hear again how eager her mother was to get her hands on the Archibald diamond ring.

"Well, if you'll excuse me, mother. I'll go see if Nate needs anything."

"Nonsense, Blair. You can meet up with him later. We have so much to discuss now." And just like that, she plunked Blair into a seat at their table. Across the room, Blair could see Chuck leaning against the wall, sipping a scotch and smirking at her.

"_Help me!_" Blair mouthed frantically. When Chuck raised his eyebrows and shook his head, Blair gave him a look.

"Ow!" she cried out, suddenly realizing her mother had just kicked her under the table. Eleanor's expression, however, did not change a bit. Blair noticed she had one eye on the Archibalds and the other fixed on Blair.

"Mother, could I speak to you in private. Please?" Eleanor flashed an apologetic smile at the Archibalds.

"Excuse us just one moment." As soon as they had left the table, Eleanor rounded on her. "What in God's name are you doing, young lady? This business deal is extremely important, and you're busy making faces at the Bass boy! You will have nothing to do with him when Nate or his parents are around, do you hear me?"

"So Bart Bass had no interest in an arranged marriage between Chuck and me and all of a sudden, I can't speak to him? What is this, the 17th century?" Eleanor put on a stony face.

"I have nothing to say about that. You'll be there with us during dinner."

"Okay, fine. Just let me find Nate first. The two of us will eat with you all so you can parade us around for the rest of the night."

"Be back before dinner is served. That's an order, not a request." Blair felt a wave of relief when her mother returned to the table without her.

She suddenly noticed a hand creeping around her waist. She slapped it off impatiently, as she already knew who the roving hand belonged too.

"Chuck! You left me to the sharks!" He grinned.

"Watching you squirm in front of your mother was completely worth it."

"As a friend, you should have bailed me out."

"We're just friends?"

"_Barely _friends."

"Okay, okay, I'm sorry. I should have come in there and intervened. Not that Eleanor would have let you go. Especially with me. Did you see that look she shot me while you guys were having your argument?" Blair laughed weakly, hoping to God Chuck didn't know the real reason her mother disapproved of them spending time together.

"Well, you _are_ Chuck Bass. No mother would want her daughter damaging her reputation with you."

"Mmm, they're only wishing they're the ones damaging their reputations with me."

"Please stop talking," she groaned. "What ever happened to searching for Nate?"

"I wasn't aware we were still doing it."

"Let's check the bar. I could use a drink." Chuck's face changed for the briefest moment.

"Actually, I already found Nate."

"You did?" she said in disbelief. "And when were you planning on telling me this?"

"Save your breath. I already sent him home."

"Why?"

"He was a mess. Guy can't hold his alcohol. The stench alone would have given him away in front of the parents. So I had Arthur drive him back so he could clean up. If his parents ask, it was an upset stomach."

"Well that's convenient. He got out of this stupid wedding, now why can't I?"

"Excuse me, miss, but dinner is about to be served," a nearby waiter informed them. Blair groaned even louder.

"Time to face my mother's torture. And I don't even have Nate with me. Hey, where's Serena?" She peered around for her best friend, despite their previous spat.

"Oh, she left to meet up with Georgina," Chuck said, silently praying she would indeed leave after doing the deed with Nate. If the two clueless lovers stumbled into the wedding post-sex, the cover he so cleverly crafted for them would be totally blown. Blair sniffed. No questions asked. There never were any when it came down to Georgina.

"So, how about I keep you company during dinner?" Chuck said smirking.

"Are you kidding me? My mother would kil—" Blair stopped and her face suddenly morphed to match Chuck's. "She _does_ have to fly to Milan tomorrow. And she won't have any time to yell at me…"

Half an hour later, Blair was sandwiched between Chuck and her mother, cutting up her filet mignon and watching the action with a mixture of fear and glee.

"So, Chuck, why again is Nate unable to make it today?"

"Well, Eleanor, he had an upset stomach. The boy felt very ill, so he went home. But I am perfectly happy keeping Blair company here."

"I'm sure you are," Mrs. Waldorf muttered.

"Excuse me?"

"I mean, how pleasant."

Bart Bass leaned over to intervene before Eleanor slaughtered his son with her icy glare. "So, have you considered the advice I gave you the other night about moving your money now?"

"I certainly thought about it, Bart. But the fact remains, it's simply unnecessary. And such a hassle."

"My banker informed me the other day that this boom may not last forever. Nothing's insured at all and some of these other banks are lending money out to every man and his dog whether they can pay it back or not."

"Oh, I'm sure he was exaggerating. _My_ bank is perfectly secure, I can assure you."

At this point, Chuck leaned over as conspicuously as possible and whispered in Blair's ear. "How about we really push her buttons?"

"What do you propose, Bass?"

"We could get more physical. I'm always open to necking if you want." Blair jabbed him in the ribs.

"In your dreams!" He grinned. It was worth a shot.

"The bride and groom would now like to invite all other couples to the dance floor!" The jazz singer crooned into the microphone along with the sultry tones of a trombone as the band struck up "Sweethearts on Parade". Blair sighed as she watched the happy men and women waltzing past. Now was the only time she really missed Nate. Of course, it's not like he would have wanted to dance anyway, but with enough persuasion, she usually got what she wanted.

Instead, she was seated at the table still, ignoring her mother, and with no one but Chuck for company. Speaking of Chuck, she hated the way she always caught him sneaking peeks at her. _Ugh_. This had to be the worst wedding in Blair's entire life.

"Having fun?" Chuck said after taking one look at her face.

"Not exactly."

"Maybe this wedding can be salvaged." He got out of his chair and held out an arm.

"What are you doing?" she said suspiciously. She always had to be on her guard when it came to Chuck.

"We're dancing." He chuckled as he watched her grapple with her convictions. "Relax, the dance floor is packed, I will be on my best behavior, and no one will talk."

"You had better not give them a reason to," she replied, but nevertheless got up to join him.

Blair soon found out that Chuck was an excellent dancer. Yes, they had all taken ballroom classes as children, but Nate was nothing compared to him. Their bodies even fit together, and the first steps felt like they had been doing this for years. They whirled about effortlessly, drawing admiring stares from nearby dancers, and Chuck even dipped her gently at the end.

"Up for another dance, Waldorf?"

"I'm all stamina." She blushed crimson as he raised an eyebrow at her statement. "For dancing, you pervert!" Chuck let it slide without comment this time and she was thankful. The two of them were silent for once as they danced. Blair was amazed at how much fun she was having with Chuck. In fact, as she closed her eyes and gave into the feeling of Chuck guiding her, she failed to notice a shirtless Nate Archibald glance around furtively and sneak out of the party alone.

**A/N: I know a few of you expressed worry about where I was going with the whole Great Depression thing, but I promise, it won't have too drastic of an effect on Blair. She will still be Queen B and wear great clothes. I'll just have to get more creative with how it's done. These are long chapters, so bear with me if I don't update for a while. It doesn't mean I'm not working on it. Comments and suggestions are always appreciated!**


	3. Need

**A/N: I know that the Serena-going-to-Rome thing is kind of random, but the last chapter took place in the spring, so it doesn't make sense that Serena would be enrolling in boarding school then, so a vacation in Rome was needed for the timeline to make sense. I'm sorry this chapter is on the short side and relatively actionless, but understand that it's necessary for the story to make sense. Next chapter, I will be starting on the events of the pilot episode!**

It was only when Blair went to visit Serena a few days later that she realized something was amiss. The maid who normally greeted her gave her a sympathetic look and informed her that Serena wasn't home.

"But we always have brunch together on Sundays. When will she be back?" Even though Serena often forgot her obligations, it wasn't like her to miss their weekly brunch. The maid shook her head.

"I don't know."

"What do you mean, you don't know? Did she go out last night?" Blair was getting testy now. It was nine o'clock in the morning. Where could she be?

"I tell her you came." The maid was slowly backing Blair out of the door.

"Blair!" She sighed in relief at the sound of Lily van der Woodsen's voice.

"Mrs. Van der Woodsen! I'm here to see Serena." The look Lily gave her was one of apprehension and pity.

"Didn't she tell you?"

"Tell me what?"

"She left two days ago for Rome." This was strange. Serena had never mentioned anything about going to Rome before. She would have at least invited her best friend along.

"Rome. Wow."

"She just needed some time to take her mind off of—things."

"Did she leave me a note or an invitation to come?"

Lily hesitated before responding. "No. It was all a spur-of-the-moment thing. You know Serena."

Blair left Serena's penthouse confused and slightly annoyed. Why had Serena decided to just take off? When she got home, the apartment was empty except for her and Dorota. Feeling desperately lonely, she decided to call Nate. He picked up after the second ring, sounding hopeful.

"Hello?"

"Hey, sweetie. It's Blair."

"Oh. Hi…Blair." Was it just her or did he sound disappointed to hear from her?

"I haven't seen you since the wedding, darling, and I was wondering if you wanted to go out tonight."

"Um, actually, I have a family thing tonight…and tomorrow."

"Ooh, your grandparents back in town?"

"Yeah."

"But your grandfather adores me. You don't think they would mind if I came to visit, would they?"

"Well, we're having a family get-together. Just the family." Blair pretended his last statement hadn't hurt her.

"Okay," she replied, her voice sweet as syrup. "I'll see you another time."

"Yeah." He hung up, and she was left wondering what she had done to warrant everyone disappearing around her.

"Dorota, why is it that nobody has any time for _me_ anymore?" she complained, as her maid brought her her tea. "Don't answer that. I feel like Mary, Queen of Scots, in exile." Blair sighed at her tragic state of affairs.

Eventually, she called up Kati and Isabelle, who immediately came over like the faithful minions they were. However, Blair suspected this had less to do with their loyalty and more to do with their desire for news on the whereabouts of Serena.

"I heard she went to France to give birth to her chauffeur's baby. It's all a big cover-up."

"Well, _I_ heard her mother sent her to a private Swiss clinic because of the hallucinations she was having from all of the drugs she took with Georgina." Blair rolled her eyes.

"_Please_. Serena is in Rome. She invited me along, of course, but I had to turn her down, because I wanted to be with Nate. Our five-year-anniversary is next week, after all." This had the desired effect on her nosy friends.

"Oh, do tell, Blair. Where is he taking you?"

"He said he wants to keep it a surprise, but I'm sure wherever we go, I will be absolutely dazzled. He _is _the perfect boyfriend after all." Kati and Is sighed in envy, which temporarily lifted Blair's spirits. If only her life was as perfect as it sounded out loud…

_One week later._

"Why the long face, Nathaniel?" Chuck said, as his friend opened the door to let him in. He was wearing a lavender suit with a plum ascot in true Chuck Bass fashion.

"I don't know, man. I've been feeling a little distracted lately." Nate's usually perfect mop of blond hair was ruffled and his apartment looked more lived-in than usual. Chuck, who was never one to miss a detail, crashed on his usual chaise and leaned back, his arms comfortably propping up his head.

"Lovesick, perhaps?" he drawled.

"No, it's not about Blair. Well, it's kind of about Blair. But not really." He was so oblivious.

"I wasn't talking about Blair," Chuck said, grinning. It took a moment for this statement to sink in.

"Look, Chuck."

"Relax. Your secret's safe with me." Nate sighed in relief.

"I don't know what to do anymore, man. Blair keeps calling me, asking if I want to go to this place and that place and if my parents want to come too. It's suffocating me. Are relationships supposed to be this hard?" Chuck gave him a look. "Oh, right. You wouldn't know."

"But unless you take Blair out _tonight_, you won't be in a relationship any longer."

"Tonight? Why tonight?"

"For God's sake, Archibald, it's your five-year anniversary!"

"Oh…oh, _crap_." Nate leapt up and bounded across his room, suddenly wrought with anxiety. "I don't know any numbers. Give me some restaurant numbers. Blair is going to _kill_ me." Chuck rattled off the phone number of Blair's favorite restaurant almost lazily as he watched his best friend rotate the dial as fast as he could.

"A present, oh God, I didn't get her a present yet." Chuck smirked at this.

"You're in luck, because _I_ was just on my way to Fifth Avenue…"

"You're a lifesaver, Chuck."

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Buying jewelry for Blair was no easy feat. She had the most impeccable taste; nothing common or garish would do. Nate had learned this the hard way on her thirteenth birthday when the ornate gold locket he bought her had reduced her to tears. Every year afterwards, he hired an expert to buy her gift, and always ran it by Chuck before giving it to her.

There was no one better suited for the task than Chuck Bass. A careful look around the store showed him all he needed to see. He was just about to inquire about a delicate silver bracelet when none other than Blair Waldorf herself appeared through the door. Chuck swore under his breath and turned around hastily, but it was too late.

"Bass?" He turned around as if he hadn't just turned his back on her.

"Waldorf, what a surprise." He looked her up and down, taking in her smart pink dress complete with matching pink gloves. She looked every bit like the Upper East Side princess she was.

"A surprise indeed. Are you lost?" Her voice was incredulous. Chuck Bass never shopped in jewelry stores. It came without saying that he never had a reason to.

"No, in fact…" his eyes scanned the room and landed on the black-haired saleswoman eyeing him from behind the counter. "I've been trying to score with that Sheba over there." Blair didn't even bother to look. She rolled her eyes.

"Well, I'll leave you to that. Good seeing you around." He watched her glide out of the store and let out a deep breath.

"May I help you?" said the saleswoman, who was now circling him.

"Yes, can you take out that bracelet for me?" She unlocked the case and placed the shining band on the glass counter.

"Got a sweetheart?"

"There is no sweetheart. But you--" He quickly appraised her and decided she would suffice. "Pick you up at 8?"

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The anniversary dinner was everything she had dreamed of. Nate had reservations at the most exclusive restaurant in town, she was wearing a flowing silver gown with glittering straps, and he had presented her with a beautifully wrapped, flawless silver bracelet just before their dessert arrived. But why then did it feel like a complete disaster? Sure, Nate was hardly a talker, but since he had picked her up in his limo, he hadn't said more than five words to her. He hadn't even bothered to glance at her, despite all of her efforts to look alluring on their special night. To think she had thought of losing her virginity later! As she dragged her spoon through the crème brulee before her, all she could do was count the minutes until this wretched dinner was over.

"It's a beautiful bracelet. It really is," she tried again. Nate smiled weakly and looked down at his own dessert. "What's wrong, Nate? You can tell me. I'm your girlfriend."

"I'm really sorry, Blair. Can you just leave it?" Blair tried to hold back the hurt as she watched her boyfriend withdraw further into his isolation.

"Did I do anything wrong?" she said desperately.

"No." She stared at him. He looked down. "Can we cut this short?"

"No, _you_ don't get to cut this short. You've been practically ignoring me for the entire week. Tell me what's wrong. We can fix it."

"I can't. I'm sorry." Blair closed her eyes and sighed. This entire night was ruined. She had just spent the last hour talking to a brick wall and at this point, she was beyond patience.

"Fine. I'm leaving. Get over whatever you need to get over, because I can't take any more of this." She picked up her bracelet and left Nate at the table, her heels click-clacking against the floor as she went.

Once outside, she wiped away a few stray tears and tried to flag down a cab. Five immediately pulled over and she quickly got in, directing the driver to the Plaza. Normally, she would seek comfort at Serena's, but her best friend wasn't even here. The thought of this made the desire to cry even stronger. _I will not cry,_ she told herself. _I'm a queen, right? And queens don't cry._

She had gotten all the way to the elevator before the thought struck her: would Chuck even be free right now? Her surrogate best friend was also the biggest womanizer she had ever met. Wouldn't his room be occupied at this hour? Her doubts were confirmed when she knocked and he answered the door with nothing but a sheet wrapped around him.

If she had been any less distressed, she would have blushed at his state of undress, but as it was, she just blinked at him, brown eyes wide and vulnerable and looking not unlike a lost deer. He took one look at her face, and started to close the door.

"Wait, Chuck."

"Relax, Waldorf. I'm just getting rid of the girl." She didn't know whether to thank him or not, so she stood there, listening to the muted voices coming from within the room. About five minutes later, the door opened again, revealing the jewelry store clerk from earlier. She glared at Blair and mumbled obscenities under her breath as she was unceremoniously booted from Chuck's suite. Blair stepped in cautiously, not knowing what to expect just as Chuck was sliding his pants back on.

"Sit down," he said, motioning to the bed. Blair took one look at the rumpled sheets and stepped back. "I'm not going to try anything, Blair." He looked genuinely concerned, so she sat down gingerly and smoothed out her dress.

"What happened? Did you have a fight with Nate?"

At this, Blair could no longer contain her tears; giant teardrops leaked out of her eyes, trickled down her face, and marked his sheets. Blair hated the way she cried. She made harsh, ugly sounds, desperately sucking in air between her rough sobs. Chuck heard scraps of sentences like "worst anniversary ever" and "doesn't love me" and he bit back the urge to tell her about Nate and Serena at the Shepherd wedding.

"He doesn't—." Here, she inhaled as if she couldn't breathe from all of the crying. "Doesn't love me. Why doesn't he love me?" Chuck sighed and rubbed her back as she lay face-down on his bed.

"Nate never knows what he wants. It's not about you."

"I'm never good enough. I'm a damn good girlfriend, right? And I'm still not good enough…" Chuck didn't know much about dating. He knew Blair was high-maintenance, from all of the complaining he endured from being best friends with Nate. However, she was never one to miss any important event in Nate's life. She had always been there. He was suddenly struck by how unfair life was to her.

She lay there on his bed for a long time. He was afraid to hug her, for fear that the pressure in his pants from the action he was about to get earlier would explode at such close contact, but he sat with her until they both fell asleep.

At about eight in the morning, he awoke to the sound of his phone ringing. Blair, who was getting a good night's sleep for the first time in a week, surprisingly didn't wake up.

"Hello?"

"Chuck?"

"Hey, Nate, how's it going?" Chuck said, running his fingers through his air. Playing the mediator was tough work.

"Oh, man. Last night, Blair was really upset at dinner and she left. I called her house this morning, but Dorota said she never came in last night."

"Hmm," Chuck said, looking over at Blair who was sleeping peacefully, the tracks from her tears staining her angelic face. Even though he knew Blair and Nate would need to work out their issues eventually, he doubted that now was really the right time and place. Somehow, he didn't think Nate would be too happy to find out his girlfriend had spent the night at his best friend's place.

Nate continued yammering about his awful night. "It's kind of my fault she left. I can't help it though. She kept trying to get me to talk about it and you know I can't tell her."

"I'm sure she'll be home soon. Maybe you should call her again in a few hours."

"Yeah, maybe. Do you want to meet somewhere?"

"Can't. I'm sleeping in." Nate recognized that cue as Chuck wanting to get one last spree in before kicking out the girl. They said their goodbyes, and Chuck sank back down on the bed, finding Blair yawning and half-awake.

"Good morning," he said, smiling down at her. She looked confused for a moment.

"Did we..?"

"No." She seemed lost in thought for a moment. When she finally remembered why she had woken up in Chuck's suite, she buried her head under a pillow and groaned.

"It's okay. Nate just called. He's worried about you."

"Really?" she said, shooting back up. "He called and mentioned me?" Chuck pitied her at that moment. She was so eagerly signing up to be hurt over and over again. But he knew he could never tell her that and that even if he did, she would never choose to leave this cruel cycle..

"Of course." She leapt out of bed and began washing up in his bathroom.

"Maybe Nate and I can meet up for brunch or a walk in the park. I just need to get home and change and I'll tell Dorota I was at Serena's," Blair thought out loud. Chuck was quiet as Blair reapplied her makeup and fixed her rumpled hair. She dashed out again, looking as radically different from the pitiful creature at his door as was possible.

"Erm, Chuck? Could we forget about last night?"

"Only if you want to," he replied, masking his disappointment. Not even a "thank you" and she would be gone. They stood there looking at each other for a moment. She cleared her throat.

"I know it was you who bought me the bracelet. Nate didn't remember, did he?" Chuck looked away. He hoped she had finally grasped a thread of the knowledge he was forced to keep secret from her. She sighed and reached into her purse for a pair of dark sunglasses. He chanced a glance at her before she put them on; her eyes were tired, but determined. Blair Waldorf always knew what she would do next. If she was still willing to walk back into the miserable excuse of a relationship she had with Nate, he wouldn't be one to stop her.

"Thanks, Chuck. For everything.." He nodded. She swung open the door and left, the scent of her feminine perfume trailing behind her. Chuck briefly questioned her sanity, then realized he knew all along that she would be getting back together with Nate. He knew Blair better than anyone else, and this was what Blair did.

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Once Blair had adjusted to life without Serena, she realized that she actually enjoyed it. There was no one to overshadow her, Nate was more attentive, and for once, she didn't feel like she had to share the throne at school.

Two months elapsed before they heard any news. Even then, she heard it through the gossip mill before it was finally confirmed through her mother. Serena van der Woodsen had enrolled in a boarding school in Connecticut. Blair was hurt that Serena hadn't bothered to tell her herself, much less show up in person to explain her sudden and inexplicable departure from the Upper East Side. Nevertheless, she was comforted by the knowledge that the easy lifestyle she had grown accustomed to would not be changing soon.

However, nothing in Blair's life happened according to plan. After extended "business trips" in France, Blair's father finally left the family for a male model. Shortly after that, the stock market crashed, sending the Upper East Side into a dizzying panic. And at the beginning of senior year, the thing that Blair had long dreaded finally came to pass. Serena van der Woodsen, newly kicked out of boarding school, returned to the Upper East Side.

**A/N: Weak ending, I know, but this was a hard and laborious (hence the long update wait) chapter to write, since it is mostly setting up the events for the next chapter. Pre-series events end here. As always, reviews are greatly appreciated!**


	4. To Survive

**A/N: So sorry about the late update. A lot of stuff came up, but I'm so glad I finally finished this. I originally envisioned this chapter to include more events, but this ending was unexpectedly perfect for the length of this chapter, and I decided to keep it this way. Thanks to everyone who has commented thus far. Remember, your comments keep me motivated to finish the next chapter sooner, so leave me a little note, and I will be eternally grateful!**

"So?" Blair demanded, curtsying stiffly in a periwinkle Waldorf original. Chuck, who was slumped in a chair sipping a glass of scotch made a face.

"You could do better."

"This is the one my mother set out for me to wear to the party today."

"Well, I for one think you would look much better without it. Without anything on, for that matter." Blair scowled at him.

"Don't make me regret asking you."

"Asking you for help in seducing Nate? I'll admit, it's a little short of desperate, but I'm more than happy to oblige. Turn around," he said, motioning with his hand. She sighed, looking at the wall and feeling self-conscious. At least the dress her mother had designed was conservative enough to disguise any hint of her derriere.

"Problem number one: It's much too long." She didn't even have to look at his face to know he was grinning.

"What was I thinking? Of course, you'd only be happy if I was dressed like one of your whores." He got to his feet and strode over to her spacious walk-in closet. She immediately ran to intercept him. "Where do you think you're going?"

"How about we bypass this whole process and I pick something for you myself?"

"A girl's closet is her special place. Only girls are allowed."

"Please. Do you want my help or not?" She grudgingly let him pass, and he immediately flipped through her racks and racks of dresses. After a moment's deliberation, he pulled out a violet lace number, which, not coincidentally, was one of the shortest dresses she owned. It was also desgined by her mother, but not the one she was supposed to wear to the party Eleanor was throwing for her clients.

"Here, try this one." As she stepped into her changing room and locked the door, Chuck took the opportunity to flip through her shelves of lingerie. Elaborate corsets, brasseries of satin and lace, some with ribbons, others in classic floral prints, sheer pantyhose, girdles, silky negligees, and a particularly saucy red brasserie and garter set. His roving fingers lingered on the last one, the thought of Blair's slender figure dressed in the tiny red ensemble wrecking havoc on his imagination.

He heard the lock click open and quickly withdrew his hand, just in time for Blair to sheepishly step out. It was the shortest dress she had ever dared wear in public, the hem falling a little bit below her knees. She had tied a wide matching ribbon around her head to hold her hair back, and the overall effect was nothing short of stunning. Chuck stared at her for a long time, until she began to blush under his admiring gaze.

"Do I have to snap my fingers or are you going to just sit there and gape?" That brought Chuck out of the wild fantasies he was suddenly entertaining for his best friend's girlfriend.

"Not bad, Waldorf. But if you _really_ want to up the odds…" Here he motioned to the red garter set lying on the shelf next to him. Blair's face was suddenly blotchy with anger and embarrassment.

"I can't believe you saw that. I know I shouldn't have left you alone.""

"Think about it. I don't think _any man_ would be able to resist if you were dressed in that." She looked at him coldly for a few moments, before finally snatching it from his hands.

"Get out of my bedroom." Chuck didn't budge, pointedly leering at her form. "OUT!"

"You can _thank_ me later."

_Later at the party._

As usual, her mother's party was beyond dull. A string quartet was serenading the crowd of wealthy clients, who were milling about, drinks in hand. Blair longed to be anywhere else but at the party, but as she greeted the guests, she plastered a gracious smile on her face, her slim figure showing off the Eleanor Waldorf creation Chuck had so expertly chosen.

"Blair, if you're going to wear one of my designs, tell me so we can at least get it properly fitted." She hadn't even noticed her mother appear behind her, but the frown on Eleanor Waldorf's face was apparent. "What happened to the dress I set out for you?"

"Oh, I just found a little tear in it, that's all. Maybe you can stitch it up tomorrow."

"This is unbelievable! That was the central piece of my spring collection. Honestly, I don't know why I'm even paying Laurel."

"Eleanor, what a pleasure to be here, my dear." A silver-haired, elderly lady reeking of Chanel No. 5 swiftly kissed Eleanor on both cheeks.

"The pleasure is all mine, Madame Rousseau. Harry is doing well, I hope?"

"He's been a handful to his latest governess, but there's no denying he has such a spirit. If you want a darling of your own, I know an excellent breeder." Blair rolled her eyes. It was common knowledge that Madame Rousseau was obsessed with her dogs.

"And what is this beautiful creation before me?" She motioned to Blair.

"Oh, that's the dress I was telling you about the other day. It is a _central_ piece to my spring collection. Lovely, isn't it?"

"No, I mean the girl."

"Oh, that's Blair, my daughter. She'll be sixteen in a few months."

"Seventeen," Blair corrected quietly.

"Yes, that's what I said, Blair."

"Stunning complexion, my dear," Madame Rousseau said, peering at her over her spectacles. Blair was itching to get away.

"Mother, shall I attend to the other guests?"

"Give Madame Rousseau some time to take a look at this dress. She has excellent taste."

"Oh, let the girl alone, Eleanor. I'm sure I will find her again later." The elder Waldorf could do nothing but let Blair go, and Madame Rousseau gave her a secretive wink as she passed.

"You never talk much about your daughter."

"Do I? Oh, I didn't even realize it. After all, she is my best advertisement."

Blair strode down the hall, the litheness of her walk almost like that of a cat. From across the room, she spotted Chuck lounging on a couch with Kati and Is, whose parents were also clients of her mother. When she caught his eye, he looked her up and down, his stare leisurely and entirely offensive. Even though she hadn't even told him she was wearing the lingerie he selected, she could tell he somehow knew. It was Chuck Bass's sixth sense, knowing exactly what kind of underwear a girl had on. She rolled her eyes at him and went to join her boyfriend, who was standing woodenly next to his father and a Dartmouth alumnus.

"Excuse me, Captain. Nate, can I borrow you?" Blair linked her arms in Nate's and led him away from her father and his silver-haired acquaintance.

"They make such a great couple," she heard Captain Archibald say, as she guided Nate away to a secluded hallway. Conjuring up every seductive scene she had ever seen in the movies, she swung open the door to a guest room dramatically and pushed him onto the plush bed.

"I want to do this. It. Now." As usual, Nate looked confused, but before he could reply, she crawled on top of him, his hands automatically hiking the skirt of her dress up as she went.

"_Now_ now? I thought you wanted to wait."

"Not anymore." She eagerly dove for his lips, and after a moment's hesitation, he began to kiss her back with enough force to satisfy her. Nate was never passionate about anything; Blair never thought it out of the ordinary, and she never expected anything more from him. But as Nate began pulling the top of her dress down over her shoulders, her heart thumped with the thrill of knowing that in an hour's time, she would be a virgin no longer.

_Meanwhile._

Chuck saw her first.

After discovering that he had successfully fooled around or slept with every single young female attendee present, he had moved onto the hired help, one of the waitstaff in fact. He had just leaned in to suggest they go somewhere quieter when the elevator doors slid open and none other than Serena van der Woodsen emerged.

She peered around the apartment, looking a year older, but otherwise unchanged and to say Chuck Bass was in shock was an understatement. Even though they knew she couldn't stay away forever, no one had really foreseen the day she would return. An uneasy feeling crept over him as he realized that it was only a matter of time before the secret got out.

He dismissed the waitress without a second thought and watched from his corner as Eleanor Waldorf spotted her and exclaimed, "Serena van der Woodsen! Is that you?"

"Oh, Blair will be delighted," Eleanor exclaimed, kissing the blond teenager on the cheek and basking in the publicity Serena's unexpected return would generate for her event. "I'll have a place set at the table next to Blair. She's going to be _thrilled_."

Nate had just managed to undo the ties on Blair's dress when a knock on the door forced them apart. Blair let out an irritated sigh.

"Blair, it's Serena." At that, Nate immediately sprang up with Blair clinging desperately to his shoulder.

"Serena?"

"Serena's at school. Kiss me." She nuzzled his neck and tried to push him back down, but he had already reached for his shirt and was getting out of bed.

"But your mother says she's here. Don't you want to go say hello?"

"Yeah," Blair muttered darkly, slipping her arm through the sleeves of her dress. "Of course." _Well, so much for that._

Despite all of her ill feelings towards Serena and her long, unexplained absence, a bit of the old affection and camaraderie resurfaced as the two best friends hugged. Serena, however, seemed oddly stiff, especially as Blair turned to find Nate behind her; her gaze flew wildly from the floor to across the room and finally rested at Blair's ruby ring. Something was unsettling in the way Nate looked at Serena, something Blair did not want to see. The fond feelings evaporated as Blair took in Serena's nervous, almost guilty expression. Around her, Blair could hear rapid whispers flying around the room, and she felt sick at the thought that Serena could be uprooting her already.

"Oh, I've missed you _so much_. We haven't been the same since you left," Blair said. Part of it was at least true. Blair could feel Chuck's eyes on her from across the room and at that moment, she briefly felt as if _someone_ had just caught her in her lie.

"I've missed you too, B. But um, have you seen my mother around? It's really important."

"She's around somewhere. But I—"

"Oh, there she is. See you at school." Blair's heart sank as she realized Serena hadn't come to see her; she was here to find her mother, and now, half of the Upper East Side knew it.

"School," she muttered to no one in particular. "I guess that means she's back for good."

"Didn't you know she was coming?" Kati said from behind her.

"Of course I knew. I just wanted it to be, you know, a secret," Blair replied, trying to muster up the last bit of self-dignity she had left. Her sidekicks looked unconvinced. Nate, who had been quiet during this exhange, was now tugging on her arm.

"Blair, I need to go see my dad for a moment. Will you be okay on your own?"

"Yes, of course, sweetie." Blair beamed at him, but her heart was rapidly sliding into the pit of her stomach as she watched everyone already begin to desert her. She watched Nate as he strode through the doorway and turn to the right. Kati and Is even detached themselves from her side to spread word of the gossip to the other room. Blair greeted a few more guests as she stood alone, the smile becoming harder and harder to maintain.

"Blair, dear, why don't you go stand with the Archibalds. I need to check the kitchen, but I'll be there in a moment." Blair rolled her eyes with her back turned towards her mother and put on her best simpering voice.

"Yes, mother." She disappeared down the hall before her mother could reply with a criticism, looking to the right where her boyfriend had previously gone.

"Oh, Dorota." Blair was relieved to see her faithful Polish maid discreetly monitoring the empty hallways. "Have you seen Nate?"

"Mr. Archibald went to last room," her maid said, pointing to one of the spare rooms at the end of the hall. "He talking to Serena."

"Serena?" Blair stalked in the direction of Dorota's finger and paused at the door, which they had left slightly ajar. She creaked the door a little wider until the voices were discernable.

"No, no." The voice was unmistakably Serena's.

"But you're back now!"

"I didn't come back for you!"

"Blair's my girlfriend and you're her man and she _loves _you. That's the way it's supposed to be."

"So that day at the Shepherd wedding was nothing?" Blair froze, her palms cold and clammy against the wall.

"That was a mistake. I let it go too far.

"That was the best day of my life."

"Nate, stop, we—you shouldn't have slept with me!"

Blair slid down the wall. She couldn't feel her legs. _No, it couldn't be. He wouldn't do that_. _They would never do that._ But they had.

She didn't want to hear any more of it. Her legs lost all function and she found herself crawling, a dead weight, down the hall. Hands grabbing desperatly for tables, for chairs, for some sense of stability, and why was the room spinning, she felt nauseous, like the carousel was going too fast and her world was blurring and she was being thrown off of the ride and Oh, where had Dorota gone? She got up, stumbled, and fell straight into a startled man with a moustache.

"Miss Waldorf?" Not caring who it was, or who saw her, or how terribly pale she must look, Blair took his outstretched hand, her other clutching her stomach to stop the bleeding. The moment her feet touched the ground, she was running. Running past her outraged mother, past her doorman, then out the door into the dizzying sunlight.

Twenty minutes later, Blair Waldorf was spewing into the pot of an ornamental shrub on Lexington Avenue. Her hair was a sweaty, mussed mess, and she shuddered to think of how bad her breath smelled. Lucky for her, the street was uncharacteristically quiet, not that she bothered to look around as she wiped the regurgitated canapés from her mouth with a silk handkerchief.

The sound of approaching footsteps behind her had her heart suddenly racing with fear, and the sight of a pair of polished, black shoes from her peripheral vision sent her toppling ungracefully from her kneeling position straight onto her butt.

"I'm guessing you didn't see that one coming." She turned around to find herself facing Chuck Bass.

**A/N: I'm sorry this is so bad. I've been going through a case of writer's block this whole week, hence the late update. Rewatching the pilot inspired me enough to finally finish this, but I'm worried it's not the greatest chapter to date. Please don't stop reading this. I promise it'll get better next week. As always, please review. Every comment is appreciated, even if it's to tell me this chapter sucked. **


	5. Is

**A/N: I am so sorry it took me this long to update. I've been suffering from writer's block lately, so this was really difficult to write. Thanks again to everyone who left a comment. They are **_**always**_** appreciated. Finally, to correct a goof from the last chapter, Blair pukes into a potted shrub on Madison Avenue, not Lexington. I randomly chose Lexington, then researched the history of the hotels on the Upper East Side and found most that I wanted to be located on Madison Avenue. I am totally not familiar with the UES, so sorry about that! **

The next time Blair opened her eyes, she was propped up against the window of a car, her cheek pressed to the glass and her hair a wild mess of curls. She blinked, feeling the ground she was sitting on rumbling and sputtering like a coughing giant._ Am I…moving?_ She sleepily felt around for the new silver alarm clock she had bought at Bendel's last week, but instead, her fingertips scraped what felt like a man's coat. When she finally unstuck herself from the window and wiped the sleep from her eyes, she chanced a look around, her eyes finally landing on a familiar dark head of hair.

"Chuck?" she murmured groggily. He turned, in surprise, at her voice before giving her a tired smile.

"Why hello to you too, Sleeping Beauty." Her eyes peered at his slightly worried face with scorn.

"Seriously? That's all you can come up with?"

"It's late." Looking out the windows of the limo, she finally noticed that the sky was pitch-black, the multitude of bright lights and poorly dressed people indicating that they were cruising through some part of midtown.

"How long have we been driving around?"

"About four or five hours."

"Why am I--?'

"I found you spewing into a potted plant outside of the Carlyle." He paused for dramatic effect, and she knew he was loving every minute of this. "The valet was not especially pleased, I'll tell you that." It all came rushing back to her now, even as he chuckled at the absurdity of the situation. Even the ugly parts were resurfacing, much to her horror.

"Serena…and Nate…"

He really looked at her then, his eyes urgent and empathetic.

"How did you find out?"

Blair closed her eyes, trying to block the awful record playing in her head. Nate and Serena had been together…and she had been trying to seduce him this whole time…and Nate…Nate didn't even want her…How _did _she find out?

She suddenly snapped her eyes open as she took in what he had just said.

"Wait—you knew?"

He looked away as fast as he could, but not fast enough.

"You knew and you never told me?" Her voice was crescendoing at a dangerous pace, and Chuck knew he would not emerge unscathed. "How could you?" His silence only made her more furious.

"Say something, damnit!" He seemed to be struggling for words, but this wasn't enough to satisfy her. She brought up her arm, prepared to smack him hard across the face, when he grabbed it tightly, and they wrestled for control.

"You _bastard_," she spat.

"What was I supposed to do, Blair?" His voice was shaking with anger and strangely enough, something like fear. Suppose she never wanted to speak to him again. He didn't even want to consider that. "Was I supposed to tell you at the wedding that your boyfriend and your best friend were bumping uglies in the next room while you were sitting with his parents? Of course I didn't want you to find out. The truth would have killed you then, just like it's killing you now." She glared at him, the last part of what he said clearly ignored.

"You mean the Shepherd wedding?" A quick glance at his face confirmed this. "And they were missing for so long…you knew it the whole time, and you were just _protecting_ me! I deserved to know the truth!" She was screaming now. Neither of them noticed that the limo had come to a halt. "God, you're such an asshole! Get away from me!" She punched him with as much force as she could muster against his arm, barely leaving a dent, but causing him to rise up with rage.

"You're my friend, Blair! I didn't want to hurt you!"

"Oh, a _real friend_, sure. Covering up for your pal, Nate, huh?"

"You know it's not like that."

"It's always been you and Nate. You're always sticking up for him."

"And _you're_ not? Why aren't you at his place yelling at _him_? Don't you think you might be taking all of this out on me?"

"Oh, wise words coming from someone whose only idea of a relationship is with a bottle of scotch." His face twitched for a minute, before twisting into an ugly snarl.

"Face it, Blair. He doesn't love you. He's _never _loved you, and guess what? No matter how many times you pathetically throw yourself at him, he's never going to!"

"Who are you to tell me that? You don't even know what love is!" His face turned a nasty shade of purple at that statement.

"Get out."

"Gladly." She yanked on the door handle, nearly ripping it off in the process. Outside, car horns blared and the foul midtown air attacked her nostrils. Under normal circumstances, Blair wouldn't have dared to set foot outside, but these were desperate times, and she pulled together what dignity she had remaining and stepped outside.

Before she was able to close the door, he thrust out a fist full of cash, and she gasped at how it must look to passersby.

"Chuck, what--?"

"Honestly, Waldorf, do me a favor and get a cab." He threw the bills onto the ground at her feet and slammed the door. As she knelt down to pick them up, the limo left, leaving a dazed and devastated Blair Waldorf in its wake.

The next morning, Blair woke up feeling like she had been struck by an automobile. She had definitely drunk her weight in liquor upon arriving home, but still, the memory of her disastrous day was always drawing closer. She knew that she couldn't pretend it hadn't happened forever.

The first thing she did after she awoke was tell Dorota to draw her a warm bath, and Blair relaxed in the soothing waters, scrubbing off the filth of her unsettling memories from her flawless skin. Afterwards, she pulled on a sheer white robe over her silky nightgown and ventured downstairs for the morning paper. Just as she settled herself on her favorite living room chaise, however, the elevator doors pinged open and the very thing she had been dreading stared her right in the face.

"Miss Blair, Miss Serena for you," called Dorota, bustling in from the kitchen with a feather duster. She stopped as she noticed Blair's eyes riveted on her best friend.

"Hey, Blair," mumbled Serena awkwardly.

"Dorota, you can leave now." Blair's tone was unusually curt, especially for right after a bubble bath. As a puzzled Dorota returned to the kitchen, she wondered what she had done to upset her.

"I thought we could go out for brunch, then catch a movie. Just like old times?" Serena suggested hopefully. Blair gave her a cold half-smile and got to her feet.

"I'm sorry," she replied, not sounding sorry in the slightest. "But I already have plans with Kati and Is."

"We could bring them too. It's our tradition, remember?" Serena was confused now. Blair, of all people, would respect their traditions.

"I have new traditions now." Serena sighed. Why was Blair being so difficult?

"Blair, this isn't like you. What's wrong?"

"What's wrong?" Her voice was sharp as glass, and even Serena flinched at its severity. "How about _you_ sleeping with my boyfriend?" The room was suddenly filled with tension. Blair raised her eyebrows in challenge at Serena, whose eyes were darting around the room like a cornered animal.

"How did you find out?" Blair didn't even want to think about the party last night, so she closed her eyes and pushed it out of her mind.

"That doesn't matter. What does matter is that you get out of my house in the next five minutes and stay out of my life." Serena's face crumpled, and Blair took some brief bit of vindictive pleasure in her reaction.

"Blair, please. I just move past that. I want us to be friends again."

"It's too late for that." Blair arranged a look of innocence on her face as she went in for the kill. "You know, I always knew you were a whore, but I never took you for a liar too." Serena's eyes hardened at that, but she shut her mouth and edged towards the door.

"Oh, and one more thing. Stay away from Nate." Serena looked up at her, her gaze now bitter and defiant.

"I always planned to. But maybe you need to tell _your boyfriend_ to stay away from _me_." She stepped into the elevator, feeling slightly guilty at the last comment. She knew Blair's insecurities better than anyone, and true to form, her statement about Nate had had its desired effect. Across the room, Blair was already on the telephone, Nate's phone number on her fingertips and a frown etched deep into her face.

_Later that afternoon._

Blair pulled out the gorgeous lavender dress she had bought earlier that day while shopping with Kati and Is from its wrappings. She needed to look flawless tonight when she called it quits with Nate. No one cheated on Blair Waldorf and got away with it. She could already imagine Nate's seraphic face, stunned and saddened as he watched the beautiful leading lady walk away. Tonight, she would be the vengeful heroine out of one of her movies, and she needed to dress the part.

As she slipped it on over her shoulders, Eleanor Waldorf knocked lightly on the door and opened it without listening for a response.

"Hello, Mother."

"Can I assist you?" Blair turned to let her mother tie up the back of her dress, as she appraised herself in the mirror.

"I don't remember giving you this dress," her mother said, as she finished.

"I got it this morning at Bendel's." She waited for her mother to criticize her fashion choice or her figure or both, but it never came.

"Well, it's a lovely dress. A lovely, _expensive_ dress. You know, Blair, we're not exactly rolling in dough anymore." Blair looked up, shocked. "Oh, don't worry. I'm just here to tell you, we can't just go on shopping trips every day anymore, you understand?"

"Yes, Mother." Blair suddenly felt immensely guilty. She had been pretending that nothing had changed, but there was no ignoring the fact that her mother had sold nearly all of the dresses she had kept in inventory, usually at half their regular prices, and had fired everyone except for Laurel. She had even canceled her trip to Paris, since her new collection was nowhere near ready for the fashion shows and the air fare alone was exorbitant.

"Are you going to dinner with Nate tonight?"

"Yes." She looked down, unable to tell her mother what had happened. How could she admit that her own boyfriend didn't think she was good enough? She could feel Eleanor's steady gaze on her, the type of stare that missed nothing.

"Make sure you hold onto Nate for now." Blair's eyes widened. "The Archibalds…are our…life preserver right now." Eleanor turned Blair around so that she could check her appearance one last time before she left.

"Go on, dear. I'm counting on you."

_Two hours later._

"Are you okay, Blair?" Nate had watched Blair push around the same string bean for five minutes now. Blair never ate much, but she was uncharacteristically moody today and he had an idea why.

"Oh, I'm fine," she said, her eyes not moving at all from her plate. She seemed as if she was caught in the middle of some great debate. Nate cleared his throat, but this failed to get her attention too.

"So when you called, you said you had something to talk about." Despite all of the warning he had, he was still very nervous. When Serena had called and told him that Blair knew, he had finally worked out why Blair had told him earlier to clear out his schedule and take her out to dinner. She was here to break up with him. And knowing Blair, she would do it in some way that would ensure his complete and utter destruction. That was the Blair Waldorf way. Needless to say, he was scared as hell.

Yet, four courses had gone by and she hadn't even brought up word of Serena.

"You said it was really important," he finished hesitantly. He was satisfied to see that this had finally rung a bell, for she looked up and something flickered in her eyes.

"Did I say that?" He waited for her to continue. She let him hold his breath a little longer before finally saying, "Don't be silly. There's nothing to talk about." She let out a high, tinkling laugh. She was in one of her movies again.

"What?"

"Can't a girl just have dinner with her loving boyfriend once in a while?" She took a dainty sip of her martini while she watched his brow furrow in confusion.

"I guess. But what about Serena--?" For a second, he thought he noticed something dark flicker across her face, before it was replaced by her mega-watt smile again.

"We don't have to talk about that, honey. She doesn't matter." She cleared her throat, and finally set her fork down. "And besides, we're much better _now_, aren't we?"

"Yes," Nate said. "We are." She reached out across the table and held his hand in hers, rubbing his knuckles with all the familiarity and possessiveness of a wife. "I love you, Nate Archibald." She looked up into his eyes expectantly.

There was only the briefest pause before Nate replied, "I love you too."

**A/N: Yeah, this is shorter than my previous chapters, and the wait was forever, but this was originally part of a longer chapter that I decided to cut down into two chapters. The downside to this is that you guys got a shorter, less dramatic chapter, but the plus side is I will update again a lot sooner this time, now that I already have part of the next chapter written. Please R&R. It makes me happy!**


	6. One

**A/N: I know I promised a short update wait this time, but I was out of town for a few days when something unexpected came up. A very big thanks to Margaret920 and Edwardslove09, both of whom reviewed last chapter. I originally meant for this chapter and the previous chapter to be one giant chapter, but figured out that the word count would be insanely high and would take me forever to finish, so here's "Part II" of the previous chapter. You'll also be happy to know that towards the end, I finally managed to shake off some of my writer's block, so I hope this chapter doesn't disappoint!**

Blair donned her delicate silver mask, a smile of anticipation gracing her refined features. The theme of tonight's masquerade was Greek mythology, and she was dressed as Hera. Her gown today was long and flowing, the color a shimmery white. Her brown curls were pulled into an elaborate updo, which fixed her diamond tiara in place. One lone curl playfully dangled down by her face, its youthful bounciness beckoning for a man's touch.

There was no one better suited to play the queen of the gods, and Blair had certainly made sure no girl was fool enough to also show up as Hera. She grabbed her silver clutch and gave Kati and Is an expectant look; they immediately left their places by the telephone and followed her, flanking her on either side like two elegant columns. The pair were dressed as muses, as were the rest of Blair's minions. They all knew their duty tonight. Each had in their posession a clue that would lead Nate to the next, until he found Blair before midnight and the two would finally seal the deal once and for all.

The party was already in full swing by the time they had arrived. Looking around the room, Blair spotted a minotaur, Odysseus and Penelope canoodling in the corner, Hermes, the rugby team dressed as a group of centaurs, Achilles, Leda, a group of Amazons, a couple of goths in gorgon cotumes, Circe, and countless dryads and nymphs. The muses were cloaked in flowing silver dresses, which they proudly wore as a sign of their status.

Just as Blair finished greeting a cluster of senior girls, the door opened again and Serena van der Woodsen entered, looking so radiant, it would put Aphrodite herself to shame. For a moment, everyone standing near the entrance gawked at her. Then, the crowd started buzzing, louder and louder until Blair wanted to stuff her fingers into her ears. Those who hadn't been at Eleanor Waldorf's party were now craning their necks to get a glimpse of her.

As usual, Serena herself was completely oblivious to the eyes that followed her as she danced with a brown-haired guy who Blair didn't recognize. The brown-haired guy, however, was not oblivious to the dozens of male eyes that glared at him with jealousy, all of them wishing they were lucky enough to be in his place. Even after a year, nothing had changed. Well, nothing except for Serena's new boy toy.

Kati and Is, who had finally made their way to the other side of the cavernous ballroom were hailed by those who hadn't yet seen the returned queen, and the rumors were already flying. No one seemed to know the identity of Serena's date. Some recalled perhaps seeing him in their classes at St. Jude's, but no one was really sure.

Nate, predictably resplendent as Zeus, was now brooding in the corner, guzzling his drink even faster than his legendary best friend customarily did. Blair's heart sank as she watched him blatantly ignore Kati and Is, who were holding court but a few feet away from him. A few minutes later, he set his empty glass down and awkwardly got to his feet, shoulders thrown back and face set. He seemed to be heading for the dance floor, directly towards Serena and her mystery date…

"What is he _doing_?" she wondered aloud. Nate had been limp and apathetic the entire night, but now looked like a man on a mission.

"I'd say it's rather obvious, isn't it?" She spun around to find a sneering Chuck behind her. His eyes still hadn't lost some of the hardness from the last time they had met.

"You!" she whispered furiously. "_You _don't get to speak to me, especially after that stunt you pulled the other day."

"You mean, saving you from passing out right there on Lexington for all of the world to see?"

"I was perfectly fine until you kidnapped me, then ditched me in _midtown_." Chuck rolled his eyes.

"I made sure you had plenty of dough for a cab. An action I'm now regretting, given your obvious gratitude." Blair crossed her arms, her features set in the most vicious bitchface she could muster.

"You're welcome, Waldorf." They stared each other down for a while longer, neither ready to be the first to look away.

"Why are you even talking to me?" she demanded, when she finally noticed how close he was standing to her.

"I'm talking to you because despite your maddening ways, I'm your friend, remember?" She raised her eyebrows at him. "And as your friend, I suppose it's my duty to come running to you when your boyfriend plans to take your ex-best friend to a room upstairs." She grabbed his arm tightly and spun back around, scanning the dance floor for the first sign of Nate. But sure enough, Serena's date was standing awkwardly by the refreshments while Serena herself was nowhere in sight. She pulled him by the arm over to the elevator, while he let out a cry of pain.

"Oh, suck it up. It's your fault they're up there now."

"My fault? Oh, that's rich. It's always my fault, isn't it?"

"He told you he was going to do it, right? And you didn't even stop him."

"Blair, someday, you will understand the way men work. The day that happens is the day you'll understand why I never get in the way of Nate, even as he fucks up his relationship with you time and time again."

"Shut up." People were beginning to stare at them now, as they stood there waiting for the elevator, Blair's hand still roughly grabbing onto Chuck's arm. Chuck, meanwhile, smirked and passed the time by choosing his night's entertainment from the crowd of eager women.

"Who is _that_?" he said, his voice suddenly enthusiastic as he spotted a leggy Semele leaning against the wall.

"Probably some bitch from Chapin."

"A hot bitch from Chapin." Chuck sounded entirely too interested, and Blair was getting annoyed.

"Forget her! You need to help me destroy Serena." The girl smiling at Chuck across the room inclined her head seductively and fixed him with her best come-hither look from behind her fan. Chuck, who was never one to resist a tempting girl, smoothed out his jacket and released his arm from Blair's grip.

"Excuse me," he said, distractedly and made his way to the blond vixen. Blair was fuming by now and when the elevator finally arrived, she nearly ripped apart the overly affectionate couple who tried to enter along with her. As soon as the doors opened on the next floor, she tore down the hallway, opening every door she encountered and not even bothering to apologize as couples in the middle of their passionate encounters squeaked in protest. She didn't even want to think about what she would find if she opened the door containing Serena and Nate.

But when she finally reached the room where Serena and Nate were meeting, she didn't find them embracing at all. Serena was sitting on the bed and Nate was pacing the floor. However, the mere fact that Serena and Nate had met behind her back was enough to make her blood boil. As soon as Blair threw open the door, Serena leapt up like a thief caught in the headlights of a police car.

"Blair, it's not what you think."

"Oh, _really_? You and Nate meeting in a hotel room? This is obviously a _tradition_ for you."

"Blair, we were just talking," Nate said, gulping as he met the fire in her eyes. "We were…talking about how I wasn't going to talk to her again." Blair let out a dark, bitter laugh.

"Oh, I'm sure you were. Having a nice conversation, weren't you?" She turned to Serena. "How about I tell your date how much you just _looove _coming up to these rooms and having conversations with your friends' boyfriends." She swung open the door and looked back at the blond pair vindictively before hurrying back to the elevator.

"Blair, damn it!" Serena said, fear suddenly overtaking her. Would Blair really tell Dan about this? Oh right, she would.

Downstairs, Dan Humphrey was helping himself to scallop ceviche when Blair Waldorf, also known as the scariest bitch in the school, spotted him and began striding purposefully towards him. Before he could blink, she stuck out her hand and flashed him a sickeningly sweet smile.

"Hi, I don't think we've met before. I'm Blair Waldorf."

"Yeah, I know," he said, a little confused and very much intimidated. She had never so much as bothered to glance in his direction and here she was introducing herself?

"Blair!" called Serena as she and Nate raced down the stairs to meet them. "There you are, I was just--"

"I'll tell you where she was. She was in a private room upstairs. With my boyfriend." Serena opened her mouth to speak, but she was at a loss for words.

"Is that true?" Dan asked.

"I can explain. I was just--"

"She also _slept_ with my boyfriend—among others—a year ago while we were still going out, then lied about it and ran off to boarding school." Dan was looking at Serena suspiciously now.

Blair continued, the rage she had until now suppressed in the presence of her mother spilling over and throwing words into her mouth faster than she could imagine. "Oh, I'm sorry. You didn't know her before she left?" Nate and Serena glared at Blair's feigned surprise.

"Dan, I--" Serena began feebly, but he held up a hand to cut her off.

"I thought you were different from _these_ people," he said, motioning to Nate and Blair. "But now I know. You're just the same." There was a very nasty silence, and then… "Excuse me." He turned away and headed for the doors.

A single, beautiful tear trickled down Serena's cheek, immediately captured in a giant flash by a photographer who had stealthily entered the building. She immediately fled in the opposite direction, leaving a crowd of stunned onlookers behind her.

"Are you happy now?" Nate spat out. Blair crossed her arms.

"Not even close." He gave her a look of utter disgust and returned to his previous spot by the bar. Blair wasn't fool enough to follow him.

Instead, she decided to escape the gossipmongerers by ascending the stairs up to the roof. As she approached, however, she heard odd banging sounds coming from the door, followed by muffled cries. Reaching out a timid hand, she flung the door open and nearly fell over from shock.

Directly in front of her stood a very cross Chuck Bass wearing nothing but a pair of drawers. A curious blend of emotions paraded across his face. First annoyance, then embarrassment, then amusement, as he noticed Blair's eyes traveling ever lower until she noticed his very apparent bulge and quickly averted her eyes.

"Like what you see?" She turned crimson at his words. Maybe she _had_ looked a little too long…

"Is this your idea of foreplay?" she replied haughtily.

"Why? Is it making you hot?" She rolled her eyes at him. "Don't deny it, Waldorf. I saw you looking."

"I was most certainly _not_ 'looking' and I'm not too sure I like it out here anyway. Maybe I'll just go back inside…" She slowly reached for the door and smirked when he laid a desperate hand on her wrist.

"Okay, okay, I need a suit."

"Duly noted." They both knew she wasn't going to move an inch until he said the words she was looking for.

"I need a suit…pl-_please_." He said the last word as if it belonged to a foreign language.

"And?"

"And I'm sorry for all the crap I said." He let out a deep breath. Suddenly he felt much better, and she smiled up at him, a little puzzled.

"Wow. I don't think I've ever heard you apologize before."

"I'm freezing my ass off here and I just said 'please' and 'sorry' for the first time. Don't make me suffer through any more."

"Don't worry. I've got it covered. Just wait up here." She looked down at her wrist, where Chuck was still clinging on with his hand. She was suddenly aware of how close he was, as well as the tiny beads of sweat that were starting to emerge on his forehead and well-toned chest despite the chilliness. It was only when she cleared her throat that he let go, a slow smile playing along his lips. Despite the loss of contact, Blair's arm seemed to burn where he had touched her.

"Consider us even," she said, trying to steady her slightly shaky voice. But even as she closed the door behind her, she couldn't hold back a tiny smile.

Once Blair reemerged on the dance floor, she quickly ran into Elise, one of her "projects".

"Elise! Just who I was looking for." The shy little freshman nearly fainted from delight at being addressed directly by Queen B.

"Really?" she squeaked. "I mean, sure!"

"I have a special assignment for you. One that I'm entrusting to you. Bring me a man's suit within the next fifteen minutes. I don't care how you get it." Blair watched in satisfaction as Elise paled. "I expect you'll have no problem delivering it to me in the ladies' room then. See you in fifteen minutes." Blair knew this would probably destroy Elise's reputation, not that that was any matter of importance. The girl needed to pay her dues after all. And if she damaged her reputation in the process, that was just too bad. Blair had many others waiting in line to take her place.

When she entered the ladies' room ten minutes later, she found it conveniently empty. That is, except for the last stall, which was locked. Blair pounded on the door impatiently.

"Clear out if you know what's good for you," she barked. She heard the lock click open, and the door slowly swing open, revealing its blond occupant.

"Serena?"

"It's bad enough that you drove Dan away." Serena sniffled. "And now I can't even cry in peace?" Blair looked down, something very much like guilt stirring inside of her. Sure, they had feuded before, but it had never gone this far. Despite the knowledge that Serena had betrayed her, watching her ex-best-friend crying over a guy still made Blair want to pull her into a sympathetic hug.

"So you…ah, really like him?" Blair shifted her weight from one foot to the other. Serena turned to her with tormented eyes.

"This is my first serious relationship. You don't understand how much I liked him. He was _special_." Blair knew that the first statement was probably true. Serena was a "one night stand" girl, not a committed relationship girl. Had this been the old Serena, she would have been already hooking up with a different guy by now.

"That's exactly how I felt—how I feel about Nate." Blair quickly corrected herself. Serena looked up again, an obvious expression of guilt and pain plastered across her beautiful face.

"I am _so sorry_, B."

Blair sighed. "I know you are."

"I left because I felt like the worst person in the world after I was with him. I didn't know how I could be your friend anymore after how good you were to me…and how bad I was to you. I never wanted to hurt you like this." Blair sat down on the plush armchair next to the counter, as Serena continued.

"Nate asked to talk to me while Dan and I were dancing. And I only agreed, because I wanted to tell him that I would stay away from the two of you forever. Nothing happened."

"I know."

"I know it must be next to impossible to forgive me for everything I did, but all I want is for us to move past this and be friends again." The two looked at each other for a moment, both holding their breaths in anticipation for what Blair would say next.

"Okay."

Serena's eyes were wide and hopeful.

"You mean it?"

Blair nodded. Serena flew across the room to meet her in a gigantic hug, and both were crying now. Their tearful reunion was interrupted by the sight of a frightened Elise holding out a wrapped suit.

"14 and a half minutes," Blair assessed, breaking apart from Serena and checking the grandfather clock in the corner of the room. "Not bad, project." Elise gave her a weak smile. Blair turned to look back at Serena.

"I'll see you later." Serena raised her eyebrows at the suit Blair was now slinging across her shoulder.

"Don't ask."

"Ohh-kay. Tomorrow. Bendel's?" Blair nodded.

Half an hour later, the entire room knew that Blair and Serena were best girl friends again, courtesy of Elise.

When Blair opened the door to the roof this time, she found Chuck sitting against the other side. He leapt to his feet when he saw her and gratefully stuck out his hand for the suit. Blair wasn't going to give it up that easily, though.

"Before I hand this over, you have some explaining to do. How did you end up out here in the first place?"

"Some bitch proposed we play a stripping game, ending on the roof."

"And you fell for the bait." She almost laughed at his disgruntled expression. "It seems as if the hunter became the hunted tonight."

"Look, Are you going to give me the suit or not?" He grudgingly took the parcel as soon as she offered it to him.

"One last look?" he offered.

"I'll pass."

"Suit yourself." He slipped on the pants and looked at her sideways.

"What are you smiling about?"

"Oh, just thinking about how Chuck Bass, who prides himself on being in the middle of gossip as soon as it lands, just missed out on the biggest night of news ever."

"_Really?_" He licked his lips and somehow, she found herself following the path of his tongue before she could formulate what to say next.

"Well, for starters, I caught our very own Tristan and Isolde in their room together and publicly humiliated them in front of the whole party. Not to mention, I broke up Serena and Dave, or whatever his name, is along the way.

"Well played. I'm impressed."

"I wouldn't say that so soon. I just made up with her."

"You're kidding me."

"Would I ever?"

"I have to say, I'm a little disappointed."

"Well, I'm not. Now I won't have to spend all of my time with you." He pretended to be offended. "And also, this means you can stop putting the moves on her now."

"I can't guarantee that," he said slyly. She stopped, her eyes suddenly cold, and unless he was mistaken, a little hurt.

"Joking," he said, knowing he had taken a misstep with his last statement.

"You had better be," she said stiffly. Finally fully dressed, he peered at her face, his own busting into a wide grin when he found her genuinely upset over his innocent innuendo. He stepped closer and something swelled inside of him when he watched her nervously step back.

"I never thought I'd see the day when you'd be jealous over me."

"Jealous?" She struggled to sound confident, even as he kept approaching her, slowly backing her up against the door.

"You just wish I had tried something with _you_."

"And end up as one of your victims? You're delusional."

"Ha! So you admit that you _would_ want me to try something with you, as long as there wouldn't be any consequences."

"I said no such thing!" He leaned in now, their faces barely an inch away. Blair suddenly noted that it was unbearably warm for a fall night in New York. She couldn't remember ever having felt this hot before.

"Admit it, Waldorf." He reached a warm hand out to cup the side of her face. "You want me." She closed her eyes, in spite of herself. Blair was throwing her self-control out the window, and she knew she had to stop him before it got too far. _Screw self control, _she thought, her mind hazy with lust. _Just this once_.

Just as he began to close the distance and take her in a kiss, she felt the doorknob rattle next to her, and she pushed him off of her with a surprising amount of force for a girl her size. And not a moment too soon, for seconds later, the door flung open and Kati and Is stepped outside.

"We heard you had gone up to the roof," Kati said, looking from Blair to Chuck then to Blair again. "Are we interrupting something?"

"Not at all," Blair said. "I was just getting Chuck out of a tight spot."

"Can't thank you enough, Waldorf." The two looked in different directions, Blair blushing firehouse red and Chuck looking oddly annoyed. Rumors had been circulating that the two had gotten into a spat. Had they gone up here to continue their quarrel?

"We just wanted to tell you that Nate was leaving." Blair finally noticed that both minions were carrying their masks in their hands. No one needed to point out that Nate had completely failed the challenge. Had not even tried, in fact.

"Better join your man, then," Chuck said, almost reluctantly.

"Yep." Blair was looking at the ground now.

"Thank you. Again."

"Don't mention it."

She descended the stairs and swiftly entered the Archibald limo that awaited her at the entrance. Nate didn't even look up as the limo door closed, didn't even blink as the vehicle accelerated.

Nate said nothing. Blair said nothing. They sat on opposite sides of the limo and held their breath as it drove them home.

**A/N: So, what did you think? **


	7. Person

**A/N: A chapter in a little over a week! For once, I haven't procrastinated. Sorry about the time cues; for some reason, my dividers never show up, so to separate the scenes, I have to write in stuff like, "Later that night." Anyone know how to get dividers to show up? Also, I bumped the rating up to M, just to be safe. Thanks to my wonderful reviewers from last chapter, Nellyka, BimboBoop, Princess Persephone, SaturnineSunshine, 3venst4r, tvrox12, Edwardslover09, M, guardian izz, and TriGemini. You guys are the best!**

The day before Blair's seventeenth birthday, Eleanor Waldorf paid a visit to her daughter's bedroom with exciting news.

"The Archibalds will be here tonight for dinner. Anne is bringing the ring." The ring. It was practically all that Eleanor ever talked about. From what it looked like, the prized Vanderbilt heirloom would finally sparkle on Blair's hand tonight, and the Waldorfs' prospects had never looked rosier. A diamond ring led to a marriage and a marriage led to the end of their financial woes.

Even though Blair had long dreamed of this moment, she was anything but hopeful. Ever since Blair had learned of Nate's infidelity, their relationship had been on a nosedive. To say it was beyond repair was an understatement.

"Will Nate be here?," she said flatly. She knew Nate had even less to do with this engagement than she did.

"Of course. He is going to look so handsome by your side."

"Mother," Blair spun around on her seat in order to face her. "There's something you need to know before we do this." She took a deep breath. "Nate and I—we haven't been right lately. I'm not sure if we'll even stay together for much longer, since we—"

"But that's impossible. You and Nate were meant to be." Meant to be. They had heard that practically since birth. Blair looked up at her mother with pleading eyes, but Eleanor was resolutely closing her mind to argument. Blair tried again.

"The thing is, I don't know anymore."

"So you've hit a rough patch. You'll work through it. Just come to dinner tonight." There was a tone of finality in the way she voiced the last statement. Blair knew she was going to dinner. There was no question about it.

_Later that night._

Despite the promise it heralded, Blair was distinctly dreading this dinner. She had bathed and changed into the mint green dress Eleanor had specially designed for that night. Ironically, Eleanor had insisted that Blair wear her grandmother's pearl necklace, which, unbeknowest to her, had actually been bought by Chuck Bass a little over a year ago.

Blair delicately fingered the smooth pearls, a slow fire burning somewhere deep inside of her as she thought of their heated encounter on the rooftop. If only Kati and Is hadn't interrupted them; what would have happened then? If she closed her eyes, she could almost feel his gentle touch on her cheek. If she tried hard enough, she could almost recall his heady scent and the feeling of his warm breath before her mouth. _This is madness_, she thought. To think such things about Chuck Bass! She shook her head and began applying an uncharacteristically sultry, dark red shade of lipstick to her pout.

When the Archibalds arrived, Blair descended the staircase regally. Even if her mother was auctioning her off like a prized pig, she was still a Waldorf. Nate looked at her and nodded, but did not smile. He was standing as far apart from the Captain as possible, and Blair immediately knew something was up from the stiff, leaden manner in which both men were standing.

"Howard, Anne, delightful to see you again," Eleanor Waldorf said, as she swept into the room to greet them.

"The pleasure is all mine, Eleanor," the Captain replied, as Eleanor shook hands with all three of her guests.

"Can I interest you in a drink?"

"Certainly. Celebratory drinks for us all." Once they were seated, the adults began to talk business. Blair plastered on a perpetual smile and stared at a spot on Anne Archibald's seat for the next two hours as living arrangements were hashed out, the wedding was discussed, yadda yadda yadda. Nate seemed to have fallen into an open-eyed coma. Then the ring was unveiled in all of its dazzling glory.

"Why don't we let her try it on for size?" suggested the Captain. Before she could protest, her arm had been pulled over and the ring shoved into her hand. Aware that all eyes were now on her, Blair slipped it onto her ring finger and held it out for the room to see.

It was too big. Only Blair knew this, for she held her hand completely still, and for all intents and purposes, it appeared to fit.

"Perfect," Anne Archibald said.

"Like it was made for her finger.

"She feels like an Archibald already."

"She certainly does," crowed Eleanor.

"I just think Blair will be a marvelous addition to our family. She'll uphold the old Archibald name. Shape up our Nate and make him a real man, right, son?" Nate looked up moodily at his dad, who let out a nervous chuckle and clapped him on the back.

"Can I talk to you in private…father?" Nate said, brow furrowed and eyes steely.

"Of course, son." He smiled to the ladies. "We'll be just a second." Blair returned to her staring game with the chair as her mother and Anne Archibald carried on a pleasant conversation about something that was boring her to tears until she heard angry voices coming from the room Nate and his father had just entered.

"You have a problem, Dad!"

"You don't know what you're talking about!"

"Stop lying, _Dad_!"

"Look, kid, I'm your father. You ought to treat me with more respect than that!" Suddenly the door burst open and both men stalked out.

"Where are you going?" Nate yelled.

"I'm going out for a walk. Don't follow me." Ignoring his last command, Nate entered the lift hot on his heels, and it descended, their angry voices disappearing with the car.

"What ever was that about?" Eleanor wondered aloud.

"Let's just leave it to the men." Anne said lightly, though her face belied her calm statement. Five minutes of awkward silence passed before Blair decided to pipe up.

"Should I go check on them?" she offered.

"No need," Anne Archibald said right as Eleanor said, "Good idea." Anne laughed a little.

"That's quite alright, Blair. Go ahead," she finally said.

The sight that Blair met as she stepped out of her building was straight out of a movie. Captain Archibald was leaning forward against the side of a police car, his hands cuffed behind him and his nose bleeding as if someone had smashed it. Nate was glaring at his back, an angry red mark on his face. Had they been _fighting_? Blair's head was spinning.

"Nate?" she said, laying a timid hand on his arm. He spun around quickly, as if bracing himself for an attack, but stopped as he saw her frightened face. "What happened?" He shook his head.

"You can tell me. I'm your girlfriend."

"No, Blair."

"But I bet you would be happy to tell Serena." His eyes quickly met hers, further proving the point.

"Nate. Do you _love_ me?" she asked. When he merely looked down, she could no longer breathe. So this was it. But before she walked away, she had to be certain.

She stepped closer to him, gently taking his arm and placing his hand on her cheek, in the same position in which Chuck had laid his own hand that night at the masquerade. She closed her eyes, stood on her tiptoes, and dragged his mouth to hers. She waited for the fireworks, for that searing, pleasureful pain that she had long dreamed of, but instead, she only felt his lips mashed against hers. Their lips were touching, but it was not a kiss. They remained pressed together like that for five seconds, before they broke apart and she fell back on her feet.

She looked down, disappointed that her long-planned movie kiss had not turned out to be as life-changing as she had thought it would. Nate just looked confused. They both stood there, unsure of what to do.

"I have to go back inside and get my mother," Nate mumbled.

"Isn't Chuck's speakeasy opening tonight?"

"Yeah, tell him I said hi." Nate slipped back inside the building, hands in the pocket of his coat.

Blair hadn't planned on attending Chuck's opening party, but it was that or heading back to the circus act inside…She suddenly noticed the limo waiting for Nate parked a little down the street, and a jolt of excitement leapt through her. She made up her mind in a flash. Arthur held the door open for her with a smile as she slid in.

Never in her wildest dreams could Blair have imagined that she could go from her mother's posh engagement party to Chuck's sleazy speakeasy in less than an hour. But here she was, sitting next to Chuck on a couch stained with Godknowswhat watching a bevy of scantily-clad women shake their goods onstage.

Despite the forwardness of the women, Chuck was completely focused on Blair. He watched the way she slammed down her drinks, the way she sized up the dancers before her, the way she toyed with the pearl necklace _he_ had bought with her slender white fingers.

When she had entered the speakeasy and told him quite bluntly that she and Nate were over, his mind had lurched to a stop. Sure, Nate and Blair had never been right for each other, but their miserable relationship had been a constant since the third grade. Chuck didn't know what to make of this recent development. Blair turned to him now, pervading his thoughts.

"I remember you mentioning this place a long time ago."

"It was a year ago."

"Victrola," she said, and in her mouth the name sounded sultry and exotic. "But you just bought it."

"Let's just say the owner needed some persuasion. But I got it in the end." Chuck Bass always got what he wanted. They both took a drink as the dancer on stage wrapped a feather boa around her bare top half.

"Look, can I ask what happened with Nate?"

"We were getting engaged," Blair began. "And I realized..." She couldn't say this. If she said it, it would be true. She took a deep breath and plowed on.

"I realized we don't love each other."

"We?"

Blair was silent.

When the last woman had left the stage and the crowd had thinned to nothing, Blair presented her notes to Chuck.

"The blond one can't dance worth a damn."

"But she's really popular with the downtown crowd."

"Then she needs to be taught. And the girl after her needs to hold back. Leave them wanting more."

"Since when are you such an expert on dance?"

"You may not know it, Bass. But I got moves." He turned to her, a smile on his lips.

"You know what?" Blair didn't bother asking "what". She knew where this was headed. "I'd like to see _you_ dancing up there." There was a slight pause, but a pause nonetheless. Chuck raised his eyebrows at her, not fully believing that she could be considering it.

"I bet you would," she said finally, though she made no move to get up. He was caught off guard by the flirtacious nature of her tone. Normally, he would be bracing himself for a good smack by now. Amazingly, the battle was already half-won.

"Come on. No one's even around to see you."

"Except for you."

"I never thought Blair Waldorf would be one to refuse a challenge." She turned to give him a bored look. He knew immediately that he had said the magic words, and now, oh God, was she really going to do it?

"Guard my drink," she said, leaping to her feet and taking the stage. He leaned back, hardly believing his luck. He had expected to maybe take home one of the dancers for a night's fun, but instead, he was enjoying his own private burlesque dance by the Upper East Side's undisputed queen. Even though he wouldn't get any action tonight, this was completely worth it in his book.

It didn't take him long to realize that she wasn't lying. The sensual way she swayed her hips seemed so natural to her that Chuck wondered how he had never noticed it before. She knew exactly where to put her hands, to tease his eyes, his imagination, testing his patience with a tiny smile on her lips. She seemed to be one with the music, every pounding beat accompanied by a simultaneous roll of her hips. With her back to him and her arms lifted gracefully in the air, she was a vision.

Her eyes still fixed on his, she removed the scarf tied around her head and threw it at him. He caught it, rubbing the silky material between his fingers and imagining her flawless skin beneath his fingertips instead. Her deft fingers gently grasped the tiny zipper on the side of her dress, inching it down, down, so tantalizingly slow. Then her dress was in a pool at her feet, and with one swift kick of her heels, she had brushed it aside.

She was now standing before him in nothing but a slip and his pearls, her skin bared to his sight. Sometime during her routine, he had gotten up from his seat and moved towards the stage, entranced. He had to admit it, the sight of Blair casting her clothes off before him was…arousing. What a night! Not only had The Couple broke up, but now the virgin of his adolescent dreams had blossomed into a sensuous, powerful woman before him.

She turned her head, her eyes scorching his with a fire and vivacity he had never seen in her before. She smiled and and beckoned him with her finger. Chuck didn't have to think twice. In one movement, he was on the stage, she sighing in his arms, their bodies pressed together as if all of the space between them was irrelevant. Their faces were dizzingly close, and then…then he quenched the distance between their lips and they were both blinded by the explosions bursting behind their eyelids. For a second, he was frozen in the moment, lost in the feeling of her lips desperately moving under his. This was a kiss both would never forget. As their lips began a passionate tug-of-war, he carried her in his arms back to the plush sofa they had previously vacated. He laid her tenderly along the velvet, their bodies still fused together by the mouth.

When she began unbuttoning his shirt with frantic fingers, his eyes widened. Could she really want to…with _him_? He broke apart, searching her face in confusion. However, he could find no trace of hesitation in her gaze, only two eyes black with lust.

"Are you sure?" he whispered.

She gave him a coquettish grin and reached up for another lip-bruising kiss. This time, however, he had no qualms, and met her lips with unparalleled ferocity. The now-empty room was soon filled with their tender words and soft moans.

She was everything he had expected and more. When he planted soft, wet kisses along her neck, inhaling the mere scent of her, she let out a wonderful sigh of pleasure, murmuring his name. When his tongue reached the tips of her breasts, she let out a long moan, burying her hands in his dark hair and pressing his head down for more. And when he entered her, the sound of her cries, his name screamed out, her ecstatic noises reaching the ceiling thrilled every nerve in his body, and Chuck knew then that she had made the most beautiful sound in the world.

The experience wore both of them out; even Chuck who was known throughout the city for his boundless energy in bed. They lay there in the dim light together, their bodies lush with sweat and the juices of their pleasure. Sleep was claiming them; Blair watched as Chuck's eyes slowly drifted shut. Blair resisted her body's determination to rest, for her mind was spinning with thought.

She had done it. After years of chasing Nate around and planning her special night with all of her meticulousness and rigor, she had just lost it to Chuck Bass. She smiled in spite of herself; she would be lying if she had said it wasn't good. It had been, in fact, nothing short of amazing. The side of her that had awakened tonight was sorely tempted to rouse the boy beside her and partake in it again and again.

Speaking of Chuck…she looked at him nervously. He looked so peaceful now, but when he woke up, she knew what he would say. He would never let her live this down. Chuck Bass, who had stripped hundreds of girls of their virginities. Chuck Bass, who constantly bragged of his conquests, of the girls he had slept with, then ditched. _That _Chuck Bass. She would be one of those girls now.

Blair buried her face in her hands. _Oh, God. What have I done? I've thrown it all away. _The sound of him softly snoring beside her made her focus on the task at hand. _Tonight never happened._ If Blair pretended nothing had changed between them, well then, the sex had never occurred. She was still technically a virgin, right? _Wrong_.

She carefully removed Chuck's hand from her waist and slipped off of the sofa silently. There was nothing left to do but run. She had to do it, before he ran out on her first.

Thankfully the door was well-oiled, and her escape was undetected. The air outside was chilly, and she rubbed her hands over her bare arms. She thought of what she looked like with a whimper of embarrassment—disheveled curls, smeared makeup, a thin slip the only scrap of clothing on her. All Chuck's doing.

A few tears slipped from her eyes, as she rode home alone in a cab.

Chuck slept soundly that night in Victrola, dreaming of the girl he had finally made his, never realizing that his arms were wrapped around air.

**A/N: I am definitely not good at writing smut. Just reading this knowing that I wrote it makes me blush. Hopefully, I'll get better at it. Unfortunately, I will be out of state for an internship for the next three weeks, so I don't know how often I'll be able to update. I'll try to do it at least once during that time, but I don't know yet how busy my days will be. Thanks for hanging in there through seven chapters! Every one of your reviews makes me smile. ******


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